Vocabulary: prepositional phrases. Complete these sentences using the prepositional phrase from Exercise 4 that best fits in each. For some of the sentences, there is more than one correct answer.

1 ...In the course of..................... choosing the name of the company, a number of matters

must be considered.

2 Confidential information acquired ................................................... one’s directorship shall not be used for personal advantage.

3 I would advise that members of your project group formalise your relationship ................................................... a partnership agreement, incorporation or limited liability company.

4 This form of corporation is often considered to be the most flexible body

................................................... corporate structure.

5 Our company formations expert is unable to provide advice

................................................... your query as there are a number of factors which need to be taken into account which do not relate directly to his area of expertise.

6 The relationship between management and boards of directors at US multinational companies has been changed dramatically through a series of corporate governance initiatives begun ................................................... corporate scandals, the Sarbanes-Oxley Act and other requirements.

7 Shareholders and other investors in corporations tend to view corporate

governance ................................................... the corporation’s increasing value over time.

8 Regular and extraordinary board meetings may be held by telephone, videotelephone

and ................................................... written resolutions.

9 ................................................... the articles of association, the board has the power to appoint board committees and to delegate powers to such board committees.

Verb–noun collocations.

Match each verb (1–5) with the noun it collocates with (a–e). If you have difficulty matching them, the collocations can be found in Reading 4.

1 violate a affairs

2 call b representation

3 overturn c a meeting

4 gain d a decision

5 conduct e a law

Collocations with file.

Decide which of the following words and phrases can go with the verb to file.

You may need to consult a dictionary.

an action an AGM an appeal an amendment a breach a brief

charges a claim a complaint a debt a defence a dispute

a document a fee an injunction a motion provisions a suit

Test your professional English

Company law

The following text introduces the area of company law. Complete the text by using the words in the box below.

Agreements borrow corporations court debts dividends

employees legal legislation liability limited objectives partnership

profits property registered (x2) shareholders sole trade sue

A company is a legal entity, allowed by ______ , which permits a group of people, as ______ , to create an organization, which can then focus on pursuing set______________________ It is empowered with legal rights which are usually only reserved for individuals, such as the right to ______ and be sued, own ______ , hire or loan and ______ money. The primary advantage of

a company structure is that it provides the shareholders with a right to participate in the ______ , a proportionate distribution of profits

made in the form of a money payment to shareholders, without any personal ______ .

There are various forms of legal business entities ranging from the ______ , who alone bears the risk and responsibility of running a

business, taking the profits, but as such not forming any association in law and thus not regulated by special rules of law, to the ______

company with ______ liability and to multinational ______ .

In a ______ , members 'associate', forming collectively an

association in which they all participate in management and sharing ______ , bearing the liability for the firm's ______ and being

sued jointly and severally in relation to the firm's contracts or tortious acts.

Limited-liability companies, or corporations, unlike partnerships, are formed not simply by ______ entered into between their first

members; they must also be ______ at a public office or

_______ designated by law or otherwise obtain official

acknowledgement of their existence.

Registration of new companies

Match the following titles from the regulations for registration to the extracts from the details.

Titles

1 What are articles of association? c

2 Can anyone be a company director? ___

3 What company types are there? ___

4 What is the minimum number of officers a

company requires? ___

5 Who can form a company?

6 Can I choose any name I want for my company?

7 How do I form a company?

8 What is a registered office?

9 What is a memorandum of association?

Extracts from the details

1. One or more persons but a public company or an unlimited company must have at least two subscribers.

2. It is the address of a company to which Companies House letters and reminders will be sent.

3. This document sets out the rules for running the company's internal affairs.

4. By sending a memorandum of association, the articles of association, the details of the directors and the company secretary, and a statement of legal compliance.

5. On condition that you are not:

• an undischarged bankrupt or disqualified by a court from

holding a directorship;

• over 70 years of age.

6. This document sets out the company's name, the address of the company's registered office and the object of the company.

7. Private companies limited by shares, private companies limited by guarantee, private unlimited companies, public limited companies.

8. You cannot:

• register the same name as another company;

• use certain words;

• use names likely to cause offence.

i Every company must have formally appointed company officers at all times.

A private company must have at least:

• one director;

• one secretary - formal qualifications are not required. A

company's sole director cannot also be the company secretary.

A public company must have at least:

• two directors;

• one secretary - formally qualified.

In most countries companies with limited liability, or corporations, are formed by registration at a public office or court designated by law. Each country has its own regulations for registration.

Articles of Association

The Articles of Association govern the running of a company and set out the rights and obligations of members and directors. Below are the main sections of the Articles of Association. The details below describe the terms and conditions in each section. Match each section to its description,

1	Share Capital	g
2	Lien
3	Calls
4	Pre-emption
5	Transmission of Shares
6	Notice of Meetings
7	Proceedings at General Meetings
8	Directors
9	Notices
10	Indemnity
11	Winding up

1. This allows the directors of the company to sell a shareholder's shares in the company to repay any debt owed by the shareholder to the company.

2. This provides that any shareholder who wishes to sell his shares has to first offer them to the other shareholders at the same price as he wishes to sell to a third party.

3. This provides that the directors of the company shall not be personally liable in any civil or criminal proceedings as long as they have carried out their duties lawfully

4. This deals with advance information that is to be given to each member about meetings and provides that each member is allowed to appoint a proxy to attend in his place at meetings.

4. This requires all directors to be informed about meetings, whether they are in the country or abroad.

5. This allows the company to recover its costs of recovery from a late paying shareholder.

6. This sets out the share capital of the company.

7. This allows the assets of the company to be distributed if the company goes into liquidation.

8. This states the number of members who must be present.

9. This provides that when a shareholder dies he is deemed to give notice to sell his shares (which allows the other shareholders to buy them for a fair price).

10. This regulates the maximum number and their conduct.

The duties of the directors

The directors of a company are responsible for its governance. Their duties are clearly set out and, if they do not carry them out, not only may they be held liable under the law, but they may also be banned from acting as director of any company for a certain period of time.

Read through the duties and then answer the questions.

Except with the prior sanction of the holders of more than 50 per cent of the issued share capital of the Company from time to time the Directors shall procure that the Company shall not:

1 sell, transfer or otherwise dispose of the whole of its undertaking property or (save in the ordinary course of trading) assets or a part thereof being substantial in relation to its total undertaking, property and assets;

2 issue shares, loan stock, debentures or any other form of security of the Company including for this purpose any issue of redeemable shares;

3 purchase any of its own shares;

4 incur or agree to incur any capital commitments in excess of £100,000;

5 engage or dismiss any person as a Director;

6 increase by more than 20 per cent the remuneration payable to any of its Directors, officers, employees, consultants or agents;

7 dismiss any employee;

8 purchase or sell, take or let on lease or tenancy or otherwise acquire or dispose of any real or leasehold property for any estate or interest;

9 institute any litigation save in respect of the debts owing to it in the ordinary course of business;

10 acquire or dispose or any shares, debentures, debenture stock or other securities in any other company.

Which clause states that the director shall, unless agreed by others, ensure that the company does not: